Restatement of Previously Issued Condensed Consolidated Financial Statements | 2. Restatement of Previously Issued Condensed Consolidated Financial Statements The Company has restated its condensed consolidated statements as of and for the three months ended September 30, 2022. During the process of closing the second quarter ended December 31, 2022, classification of certain assets and the classification and timing of recording certain costs were identified by the Company's finance team that materially impacted our condensed consolidated financial statements for the three months ended September 30, 2022. The correction led to a net decrease in previously recognized revenue of $ 0.6 million, an increase in cost of goods sold of $ 1.9 million, a decrease in selling, general and administrative expenses of $ 0.5 million, a loss on remeasurement of contingent liability of $ 0.8 million , an increase in stock-based compensation expense of $ 29 thousand for the three months ended September 30, 2022, a decrease in current assets of $ 1.3 million, an increase in current liabilities of $ 0.2 million and an increase in other long-term liabilities of $ 0.2 million as of, and for the period ended September 30, 2022. The net income tax effect of these corrections resulted in a reduction to our income tax provision of $ 1.5 million. After giving effect to these changes, diluted earnings per share allocable to common stockholders for the three months ended September 30, 2022 as previously reported was reduced by $ 0.02 to $ 0.00 . The following tables present the impact of the adjustments described above to our previously reported condensed consolidated balance sheets for the three months ended September 30, 2022, and the related condensed consolidated statements of operations, condensed consolidated statements of stockholders’ equity and condensed consolidated cash flows for the three months ended September 30, 2022. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share amounts) September 30, 2022 As Previously Reported Adjustments As Restated Assets Current assets: Cash $ 44,622 $ - $ 44,622 Restricted cash - - - Accounts receivable, net 38,424 - 38,424 Other receivables 3,071 803 3,874 Inventories 201,940 ( 1,181 ) 200,759 Assets held for sale 6,553 - 6,553 Current interest rate swap asset 5,826 - 5,826 Prepaid expenses and other current assets 9,478 - 9,478 Total current assets 309,914 ( 378 ) 309,536 Property, plant, and equipment, net 228,204 - 228,204 Operating lease right-of-use assets 35,509 - 35,509 Finance lease right-of-use-assets 689 - 689 Goodwill 154,951 - 154,951 Intangible assets, net 62,672 - 62,672 Interest rate swap asset 12,555 - 12,555 Other assets 5,187 - 5,187 Total assets $ 809,681 $ ( 378 ) $ 809,303 Liabilities, redeemable noncontrolling interest, and stockholders' equity Current liabilities: Line of credit $ 140,066 $ - $ 140,066 Accounts payable 20,076 276 20,352 Accrued liabilities and other payables 27,867 412 28,279 Current operating lease liabilities 5,197 - 5,197 Current finance lease liabilities 263 - 263 Current maturities of long-term debt 14,738 - 14,738 Total current liabilities 208,207 688 208,895 Other long-term liabilities 6,140 175 6,315 Long-term debt, less current maturities 165,577 - 165,577 Long-term operating lease liabilities 31,637 - 31,637 Long-term finance lease liabilities 429 - 429 Deferred tax liability 29,952 - 29,952 Deferred gain 10,332 - 10,332 Total liabilities 452,274 863 453,137 Commitments and contingencies (Note 13) Redeemable noncontrolling interest 1,282 - 1,282 Stockholders' equity: Preferred stock, no par value, 2,000,000 shares authorized, and none issued and outstanding at September 30, 2022 and June 30, 2022. - - - Common stock, no par value, 200,000,000 shares authorized, 61,691,054 issued and 58,819,160 outstanding at September 30, 2022 and June 30, 2022. - - - Additional paid-in capital 382,347 29 382,376 Treasury stock, at cost: 2,871,894 shares held at September 30, 2022 and June 30, 2022, respectively. ( 26,034 ) - ( 26,034 ) Retained earnings (accumulated deficit) 406 ( 1,270 ) ( 864 ) Total Vintage Wine Estates, Inc. stockholders' equity 356,719 ( 1,241 ) 355,478 Noncontrolling interests ( 594 ) - ( 594 ) Total stockholders' equity 356,125 ( 1,241 ) 354,884 Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 809,681 $ ( 378 ) $ 809,303 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) (in thousands, except share amounts) Three Months Ended September 30, 2022 As Previously Reported Adjustments As Restated Net revenue Wine, spirits and cider $ 52,052 $ ( 633 ) $ 51,419 Nonwine 25,810 - 25,810 77,862 ( 633 ) 77,229 Cost of revenue - Wine, spirits and cider 34,522 109 34,631 Nonwine 13,192 1,746 14,938 47,714 1,855 49,569 Gross profit 30,148 ( 2,488 ) 27,660 Selling, general, and administrative expenses 34,244 ( 537 ) 33,707 Amortization expense 1,811 - 1,811 Loss on remeasurement of contingent liability - 826 826 Gain on litigation proceeds ( 530 ) - ( 530 ) Gain on sale leaseback ( 334 ) ( 334 ) Gain on sale of property, plant, and equipment ( 118 ) - ( 118 ) (Loss) from operations ( 4,925 ) ( 2,777 ) ( 7,702 ) Other income (expense) - Interest expense ( 3,381 ) - ( 3,381 ) Net unrealized gain on interest rate swap agreements 9,327 - 9,327 Other, net 271 - 271 Total other income (expense), net 6,217 - 6,217 Income (loss) before provision for income taxes 1,292 ( 2,777 ) ( 1,485 ) Income tax provision 658 ( 1,507 ) ( 849 ) Net income (loss) 634 ( 1,270 ) ( 636 ) Net loss attributable to the noncontrolling interests ( 343 ) - ( 343 ) Net income (loss) attributable to Vintage Wine Estates, Inc. 977 ( 1,270 ) ( 293 ) Accretion on redeemable Series B stock - - - Net income (loss) allocable to common stockholders $ 977 $ ( 1,270 ) $ ( 293 ) Net earnings (loss) per share allocable to common stockholders Basic $ 0.02 $ ( 0.02 ) $ ( 0.00 ) Diluted $ 0.02 $ ( 0.02 ) $ ( 0.00 ) Weighted average shares used in the calculation of earnings per share allocable to common stockholders Basic 58,819,160 58,819,160 Diluted 58,819,160 58,819,160 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (in thousands, except share amounts) Redeemable Non-Controlling Common Stock Treasury Stock Additional Accumulated Non-Controlling Total Stockholders' Equity Shares Amount Shares Amount Balance, June 30, 2022 $ 1,663 61,691,054 $ - 2,871,894 $ ( 26,034 ) $ 377,897 $ ( 571 ) $ ( 566 ) $ 350,726 Stock-based compensation expense - - - - - 4,622 - - 4,622 Repurchase of public warrants - - - - - ( 172 ) - - ( 172 ) Shareholder distribution ( 66 ) - - - - - - - - Net income (loss) ( 315 ) - - - - - 977 ( 28 ) 949 Adjustments 29 ( 1,270 ) ( 1,241 ) Balance, September 30, 2022, As Restated $ 1,282 61,691,054 $ - 2,871,894 $ ( 26,034 ) $ 382,376 $ ( 864 ) $ ( 594 ) $ 354,884 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands, except share amounts) Three Months Ended September 30, 2022 As Previously Reported Adjustments As Restated Cash flows from operating activities Net income (loss) $ 634 $ ( 1,270 ) $ ( 636 ) Adjustments to reconcile net income to net cash from operating activities: Depreciation 3,215 - 3,215 Non-cash operating lease expense 37 - 37 Amortization expense 1,978 - 1,978 Remeasurement of contingent consideration liabilities - 826 826 Stock-based compensation expense 4,622 29 4,651 Provision for doubtful accounts ( 280 ) - ( 280 ) Net unrealized gain on interest rate swap agreements ( 9,327 ) - ( 9,327 ) (Benefit) provision for deferred income tax ( 27 ) - ( 27 ) (Gain) on disposition of assets ( 118 ) - ( 118 ) Deferred gain on sale leaseback ( 334 ) - ( 334 ) Deferred rent ( 2,079 ) - ( 2,079 ) Change in operating assets and liabilities (net of effect of business combinations): - - Accounts receivable 48 - 48 Other receivables 795 ( 803 ) ( 8 ) Inventories ( 8,138 ) 1,181 ( 6,957 ) Prepaid expenses and other current assets 3,916 - 3,916 Other assets ( 1,766 ) ( 95 ) ( 1,861 ) Accounts payable 2,087 276 2,363 Accrued liabilities and other payables 5,532 ( 239 ) 5,293 Net change in lease assets and liabilities 1,288 - 1,288 Net cash provided by (used in) operating activities 2,083 ( 95 ) 1,988 Cash flows from investing activities Proceeds from disposition of assets - - - Purchases of property, plant, and equipment ( 3,454 ) - ( 3,454 ) Label design expenditures ( 95 ) 95 - Net cash used in investing activities ( 3,549 ) 95 ( 3,454 ) Cash flows from financing activities Principal payments on line of credit ( 34,466 ) - ( 34,466 ) Proceeds from line of credit 30,317 - 30,317 Outstanding checks in excess of cash 4,042 - 4,042 Principal payments on long-term debt ( 3,753 ) - ( 3,753 ) Principal payments on finance leases ( 67 ) - ( 67 ) Distributions to noncontrolling interest ( 66 ) - ( 66 ) Repurchase of public warrants ( 172 ) - ( 172 ) Payments on acquisition payable ( 39 ) - ( 39 ) Net cash (used in) provided by financing activities ( 4,204 ) - ( 4,204 ) Net change in cash and restricted cash ( 5,670 ) - ( 5,670 ) Cash and restricted cash, beginning of period 50,292 - 50,292 Cash and restricted cash, end of period $ 44,622 $ - $ 44,622 Supplemental cash flow information Cash paid during the period for: Interest $ 3,187 $ - $ 3,187 Income taxes $ - $ - $ - Noncash investing and financing activities: - Increase in operating lease assets and liabilities upon adoption of ASC 842 $ 36,776 $ - $ 36,776 Increase in finance lease assets and liabilities upon adoption of ASC 842 $ 759 $ - $ 759 |